Legal Risk Analysis Report

Chunk 1

Text: software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li

Predicted Risk Level: Medium

Predicted Risk Category: Cooperation Obligations

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0.350.320.290.260.380.410.3165490.316549base value0.3165340.316534fOutput 0(inputs)0.003 ( b ) 0.002 ( a ) 0.002 with its principal office located at 789 tech plaza , austin , 0.002 ( d ) 0.002 revocable license to install and use the software on 0.002 licensee ’ s internal systems solely for its business purposes , 0.002 in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . 0.002 , a corporation incorporated under the laws of texas , 0.002 copy , 0.002 entered into as of march 21 , 0.002 shall not : 0.002 licensee is responsible for all applicable taxes , excluding taxes based on li 0.002 licensee 0.001 tx 78701 ( " licensor " ) , 0.001 and owns a software product known as flowmatrix , 0.001 decompile , 0.001 3 . 2 taxes . 0.001 and brightpath enterprises , a corporation incorporated under the laws of new york , 0.001 sublicense 0.001 licensor grants licensee a non - exclusive , non - transferable , 0.001 use the software for 0.001 licensor and licensee are referred to individually as a " party " and collectively as the " parties . 0.001 the software ; ( c ) reverse engineer , 0.001 software license agreement this software license agreement ( the " agreement " ) is made and 0.001 any unlawful purpose . 0.0 a workflow management and automation tool 0.0 execution of this agreement and 0.0 delivery and support 2 . 0.0 payable as follows : 50 % upon 0.0 50 % within sixty ( 60 ) 0.0 except as permitted by law ; or 0.0 ( the " software " ) ; and whereas , 0.0 adapt 0.0 modify , 0.0 2 . 0.0 use the software for its business operations , 0.0 licensee wishes to obtain a license to 0.0 1 delivery 0.0 stratumsoft inc . 0.0 albany , 0.0 . 0.0 " whereas , licensor has developed 0.0 or create derivative works from 0.0 2025 ( the " effective date " ) 0.0 , -0.006 and documentation to licensee electronically within seven ( 7 ) business days of the effective date . -0.004 shall deliver the software -0.003 licensor -0.003 licensee shall pay licensor a license fee of $ 75 , -0.003 as detailed in a separate support schedule , if applicable . -0.003 or disassemble -0.003 3 . fees and payment 3 . -0.002 distribute , -0.002 or sell the software ; -0.002 licensor shall provide reasonable technical -0.002 000 usd ( the " license fee " ) , -0.001 support for the software during the term , -0.001 1 license fee . -0.001 the parties agree as follows : 1 . -0.001 the software , -0.001 therefore , in consideration of the mutual promises and covenants contained herein , -0.001 2 . 2 support . -0.001 ny 12207 ( " licensee " ) . -0.0 grant of license 1 . 1 license . -0.0 by and between -0.0 , -0.0 and licensor agrees to grant such -0.0 days of the effective date . -0.0 , -0.0 with its principal office located at 321 commerce street , -0.0 a license under the terms herein ; now ,
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
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,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
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and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
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and licensor agrees to grant such
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a license under the terms herein ; now ,
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therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: Software License Agreement This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties." Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1. Grant of License 1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software. 1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose. 2. Delivery and Support 2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date. 2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations. 3. Fees and Payment 3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date. 3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income.

Chunk 2

Text: ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within

Predicted Risk Level: Medium

Predicted Risk Category: Service Liability Limitation

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0.350.320.290.260.380.410.3165490.316549base value0.3086710.308671fOutput 0(inputs)0.003 excluding taxes based on licensor ’ s income . 0.003 except as permitted by law ; or ( d ) use the software for any unlawful purpose . 0.003 licensee is responsible for all applicable taxes , 0.002 overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , 0.002 intellectual property 4 . 1 ownership . the software , documentation , 0.002 2 . delivery and support 2 . 1 delivery . 0.002 property of licensor . 0.002 decompile , or disassemble the software , 0.002 or create derivative works from the software ; ( c ) reverse engineer , 0.002 and all related intellectual property rights remain the sole 0.002 and certify such deletion to 0.002 whichever is less . 4 . 0.001 use the software on licensee ’ s internal systems solely for its business purposes , 0.001 # # ble license to install and 0.001 licensor may use licensee 0.001 000 usd ( the " license fee " ) , 0.001 3 . 2 taxes . 0.001 50 % within sixty ( 60 ) 0.001 days of the effective date . 0.0 3 . 3 late payment . 0.0 payable as follows : 50 % upon 0.0 5 . 0.0 delete all copies , 0.0 execution of this agreement and 0.0 3 . fees and payment 3 . 1 license fee . 0.0 no ownership interest under this agreement . 0.0 licensor shall provide reasonable technical support for the software during the term , 0.0 or 0.0 within 0.0 0.0 or sell the software ; ( b ) modify , adapt , 0.0 licensee acquires 0.0 li 0.0 cens 0.0 insolvency . -0.004 either party may terminate this agreement if the -0.004 licensee shall pay licensor a license fee of $ 75 , -0.004 other party breaches a material term and -0.003 licensee shall cease using the software , -0.002 of all data input into the software -0.002 5 . 2 termination for breach . -0.002 files for bankruptcy , or ceases business operations . -0.002 days of written notice . -0.002 fails to cure such breach within thirty ( 30 ) -0.001 ( " licensee data " ) -0.001 licensee retains ownership -0.001 5 -0.001 . -0.001 3 termination for -0.001 either party may terminate immediately if the other party becomes insolvent , -0.001 this agreement begins on the effective date and -0.001 licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . -0.001 1 . 2 restrictions . -0.001 continues until terminated ( the " term " ) . -0.001 5 . term and termination 5 . 1 term . -0.001 licensee shall not : ( a ) copy , -0.001 4 post - termination . -0.001 data only as necessary to perform its obligations under this agreement . -0.001 upon termination , -0.001 distribute , sublicense , -0.001 4 . 2 licensee data . -0.001 as detailed in a separate support schedule , if applicable . -0.001 2 . 2 support . -0.0 . -0.0 in accordance with the accompanying documentation ( " documentation " ) .
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# # ble license to install and
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use the software on licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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licensee shall not : ( a ) copy ,
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distribute , sublicense ,
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or sell the software ; ( b ) modify , adapt ,
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or create derivative works from the software ; ( c ) reverse engineer ,
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decompile , or disassemble the software ,
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except as permitted by law ; or ( d ) use the software for any unlawful purpose .
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2 . delivery and support 2 . 1 delivery .
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licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes ,
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excluding taxes based on licensor ’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
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whichever is less . 4 .
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intellectual property 4 . 1 ownership . the software , documentation ,
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and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires
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no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership
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of all data input into the software
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( " licensee data " )
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.
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licensor may use licensee
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data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and
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continues until terminated ( the " term " ) .
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5 . 2 termination for breach .
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either party may terminate this agreement if the
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other party breaches a material term and
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fails to cure such breach within thirty ( 30 )
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days of written notice .
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5
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.
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3 termination for
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insolvency .
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either party may terminate immediately if the other party becomes insolvent ,
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files for bankruptcy , or ceases business operations .
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5 .
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4 post - termination .
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upon termination ,
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licensee shall cease using the software ,
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delete all copies ,
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and certify such deletion to
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li
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cens
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or
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within
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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe.

Chunk 3

Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect

Predicted Risk Level: Medium

Predicted Risk Category: Service Liability Limitation

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0.350.320.290.380.410.3165490.316549base value0.3125280.312528fOutput 0(inputs)0.004 property of licensor . 0.003 and all related intellectual property rights remain the sole 0.003 licensor may use licensee data only as necessary to perform its obligations under this agreement . 0.002 the software will materially conform to the documentation . 0.002 licensee acquires no ownership interest under this agreement . 0.002 licensor within ten ( 10 ) days . 0.002 the software , documentation , 0.002 licensee retains ownership of all data input into the software 0.002 4 . 2 licensee data . 0.002 licensor warrants that , for ninety ( 90 ) days from delivery , 0.002 ( " licensee data " ) . 0.002 and certify such deletion to 0.002 intellectual property 4 . 1 ownership . 0.002 this agreement begins on the effective date and continues until terminated ( the " term " ) . 0.002 5 . 4 post - termination . 0.001 overdue amounts shall bear interest at 1 % per month or 0.001 whichever is less . 0.001 5 . term and termination 5 . 1 term . 0.001 3 . 3 late payment . 0.001 upon termination , licensee shall cease using the software , delete all copies , 0.001 the maximum rate allowed by law , 0.001 6 . warranties and disclaimers 6 . 1 performance warranty . 0.001 8 . 0.001 2 obligations . 0.001 4 . 0.001 marked as confidential 0.001 5 . 2 termination for breach . 0.0 fails to cure such breach within thirty ( 30 ) days of written notice . 0.0 neither party shall be liable for any indirect , 0.0 sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 0.0 either party may terminate this agreement if the other party breaches a material term and 0.0 or 0.0 # # censor -0.005 " licensor disclaims -0.005 express or implied , including merchantability , -0.004 all other warranties , -0.003 fitness for a particular purpose , and non - infringement . -0.003 such possibility . -0.002 2 exclusion . -0.002 1 definition . -0.002 for breach of this -0.002 7 . -0.002 warranty is to repair -0.002 6 . 2 disclaimer . -0.002 ’ s sole remedy -0.002 1 cap . -0.001 7 . limitation of liability 7 . -0.001 even if advised of -0.001 licensor -0.001 the software is provided " as is . -0.001 the receiving party shall protect -0.001 replace the software . -0.001 or consequential damages , including lost profits or data , -0.001 5 . 3 termination for insolvency . -0.001 information disclosed by one party to the other , -0.001 licensor ’ s aggregate liability -0.001 " confidential information " -0.001 except as set forth -0.001 in section 6 . -0.001 either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . -0.001 incidental , special , -0.0 under this agreement shall not exceed the license fee paid by licensee . -0.0 1 , -0.0 means non - public -0.0 8 . confidentiality 8 . -0.0 ’ s income . -0.0 or reasonably understood to be confidential .
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# # censor
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’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or
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the maximum rate allowed by law ,
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whichever is less .
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership of all data input into the software
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( " licensee data " ) .
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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5 . 2 termination for breach .
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either party may terminate this agreement if the other party breaches a material term and
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fails to cure such breach within thirty ( 30 ) days of written notice .
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5 . 3 termination for insolvency .
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either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
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5 . 4 post - termination .
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upon termination , licensee shall cease using the software , delete all copies ,
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and certify such deletion to
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licensor within ten ( 10 ) days .
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sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination .
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6 . warranties and disclaimers 6 . 1 performance warranty .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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the software will materially conform to the documentation .
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licensor
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’ s sole remedy
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for breach of this
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warranty is to repair
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or
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replace the software .
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6 . 2 disclaimer .
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except as set forth
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in section 6 .
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1 ,
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the software is provided " as is .
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" licensor disclaims
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all other warranties ,
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express or implied , including merchantability ,
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
-0.0 / 14
under this agreement shall not exceed the license fee paid by licensee .
-0.002 / 2
7 .
-0.002 / 3
2 exclusion .
0.0 / 9
neither party shall be liable for any indirect ,
-0.001 / 5
incidental , special ,
-0.001 / 13
or consequential damages , including lost profits or data ,
-0.001 / 4
even if advised of
-0.003 / 3
such possibility .
-0.0 / 6
8 . confidentiality 8 .
-0.002 / 3
1 definition .
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" confidential information "
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means non - public
-0.001 / 9
information disclosed by one party to the other ,
0.001 / 3
marked as confidential
-0.0 / 7
or reasonably understood to be confidential .
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8 .
0.001 / 3
2 obligations .
-0.001 / 6
the receiving party shall protect
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect

Chunk 4

Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous

Predicted Risk Level: Medium

Predicted Risk Category: Service Liability Limitation

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0.350.320.290.260.380.410.440.3165490.316549base value0.3086270.308627fOutput 0(inputs)0.006 at least the same care as it uses for its own similar information , 0.004 the receiving party shall protect confidential information with 0.003 or consequential damages , including lost profits or data , even if advised of such possibility . 0.003 and use it only to fulfill this agreement . 0.003 8 . confidentiality 8 . 1 definition . 0.002 information disclosed by one party to the other , 0.002 " confidential information " means non - public 0.002 marked as confidential or reasonably understood to be confidential . 0.002 materially conform to 0.002 or ( c ) is required to be disclosed by law , 0.002 the software will 0.001 for ninety ( 90 ) 0.001 the documentation . 0.001 fitness for a particular purpose , and non - infringement . 0.001 8 . 2 obligations . 0.001 neither party shall be liable for any indirect , incidental , special , 0.001 days from delivery , 0.001 licensor 0.001 is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; 0.001 under this agreement shall not exceed the license fee paid by licensee . 0.001 provided notice is given to the disclosing party . 0.001 warrants that , 0.001 this obligation lasts for five ( 5 ) years post - termination , 0.001 or replace the software . 0.001 7 . limitation of liability 7 . 1 cap . 0.001 licensor ’ s sole remedy 0.001 licensor ’ s aggregate liability 0.0 except for trade secrets , which remain protected indefinitely . 0.0 10 . force majeure 10 . 0.0 for breach of this warranty is to repair 0.0 express or implied , including merchantability , 0.0 7 . 2 exclusion . -0.006 licensor shall defend and indemnify -0.006 licensee shall indemnify licensor against claims arising from -0.005 licensee against claims that the software -0.005 9 . 2 licensee indemnity . -0.004 and allows licensor to control the defense . -0.004 provided licensee notifies licensor promptly -0.004 licensee ’ s misuse of the software or -0.003 breach of this agreement . -0.003 1 neither party shall be liable for delays or -0.002 infringes a third party ’ -0.002 s intellectual property rights , -0.002 1 licensor indemnity . -0.002 9 . indemnification 9 . -0.001 provided notice is given to the other party . -0.001 8 . 3 exceptions . -0.001 miscellaneous -0.001 including natural disasters , war , or government actions , -0.001 6 . -0.001 confidential information excludes information that : ( a ) -0.001 6 . 2 disclaimer . -0.001 warranties and -0.0 failures due to causes beyond its reasonable control , -0.0 except as set forth in section 6 . -0.0 the software is provided " as is . -0.0 disclaimers 6 . -0.0 1 , -0.0 and 9 survive termination . -0.0 all other warranties , -0.0 1 performance warranty -0.0 " licensor disclaims -0.0 . -0.0 11 . -0.0 ten ( 10 ) days . sections 4 , 6 . -0.0 2 , 7 , 8 ,
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ten ( 10 ) days . sections 4 , 6 .
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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8 . confidentiality 8 . 1 definition .
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" confidential information " means non - public
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8 . 2 obligations .
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
-0.004 / 9
provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 .
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miscellaneous
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous

Chunk 5

Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _

Predicted Risk Level: Medium

Predicted Risk Category: Warranty Enforcement & Financial Liability

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0.340.30.260.380.420.3165490.316549base value0.342780.34278fOutput 0(inputs)0.01 this agreement is governed by the laws of the state of texas , 0.006 _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . 0.005 10 . force majeure 10 . 0.004 excluding its conflict of laws rules . 0.003 8 . 3 exceptions . 0.003 disputes shall be resolved by arbitration in austin , texas , 0.003 licensor shall defend and indemnify licensee against claims that the software 0.003 under the american arbitration association ’ s rules , 0.003 care as it uses for its own similar information , 0.003 and use it only to fulfill this agreement . 0.003 failures due to causes beyond its reasonable control , 0.003 confidential information with at least the same 0.002 confidential information excludes information that : ( a ) 0.002 except for trade secrets , which remain protected indefinitely . 0.002 by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ 0.002 1 neither party shall be liable for delays or 0.002 this obligation lasts for five ( 5 ) years post - termination , 0.002 infringes a third party ’ 0.001 was known to the recipient prior to disclosure ; 0.001 11 . miscellaneous 11 . 1 governing law . 0.001 s intellectual property rights , 0.001 is publicly known without breach ; ( b ) 0.001 and allows licensor to control the defense . 0.001 provided notice is given to the other party . 0.0 11 . 5 assignment . 0.0 provided licensee notifies licensor promptly 0.0 including natural disasters , war , or government actions , 0.0 9 . 2 licensee indemnity . -0.005 ’ s prior written consent ; licensor may assign to a successor entity . -0.005 licensee may not assign this agreement without licensor -0.003 and supersedes all prior agreements or discussions . -0.003 this agreement is the complete understanding between the parties -0.003 if any provision is unenforceable , the remaining provisions remain in effect . -0.003 : _ _ _ _ _ -0.003 in witness whereof , the parties have executed this agreement as of the effective date . -0.002 11 . 6 notices . -0.001 or ( c ) is required to be disclosed by law , -0.001 notices must be in writing and sent to the addresses above via certified mail or email with confirmation . -0.001 provided notice is given -0.001 to the disclosing party . -0.001 licensee shall indemnify licensor against claims arising from -0.001 1 licensor indemnity . -0.001 2 dispute resolution . -0.001 carter title : president brightpath enterprises by -0.001 breach of this agreement . -0.001 11 . -0.001 9 . indemnification 9 . -0.0 11 . 7 severability . -0.0 licensee ’ s misuse of the software or -0.0 11 . 3 entire agreement . -0.0 stratumsoft inc . -0.0 with the arbitrator ’ s decision being final . -0.0 11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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9 . indemnification 9 .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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-0.001 / 4
2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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with the arbitrator ’ s decision being final .
-0.0 / 6
11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
-0.0 / 18
11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
-0.005 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
-0.0 / 7
11 . 7 severability .
-0.003 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.003 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
-0.0 / 6
stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
-0.003 / 7
: _ _ _ _ _
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _

Chunk 6

Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Predicted Risk Level: Medium

Predicted Risk Category: Cooperation Obligations

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_ name : elena r
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brightpath enterprises by
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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Chunk 7

Text: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Predicted Risk Level: Medium

Predicted Risk Category: Warranty Enforcement & Financial Liability

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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: name : james p . sullivan title : chief operating officer

Full Document Text

Original Text

software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer

Modified Text

Software License Agreement This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties." Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1. Grant of License 1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software. 1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose. 2. Delivery and Support 2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date. 2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations. 3. Fees and Payment 3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date. 3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income. ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe. ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer name : james p . sullivan title : chief operating officer